Baxter and Bugman
by LuckyLadybug
Summary: 1987 series, my Exit the Fly verse. Bugman reappears and is very judgmental towards Baxter, feeling he should have used his former insect powers for good. But when a madman targets Bugman with a mind-control scheme, the tables turn. And now enlarged insects are all over the city.


**Teenage Mutant Ninja Turtles 1987**

 **Baxter and Bugman**

 **By Lucky_Ladybug**

 **Notes: The characters are not mine and the story is! This is part of my** _ **Exit the Fly**_ **verse, so Baxter is human again and an ally of the Turtles. His brother Barney, from season 4's** _ **Raphael Knocks 'Em Dead**_ **, works for Shredder. This installment brings in characters from the** _ **Bugman**_ **episodes and also from** _ **Turtles of the Jungle.**_

It was a relatively peaceful winter day and Michelangelo was taking a walk with Baxter. They had no particular destination in mind; Baxter just enjoyed walking and Michelangelo was totally fine with traveling with him.

"So have you heard any more from Barney?" Michelangelo asked.

"Not really," Baxter said. "I replied to the email he sent when he said he was better, but he hasn't answered back. It's nothing I wouldn't expect. I'm just glad to know he's alright."

"For sure, Dude," Michelangelo said.

"And then I probably won't actually see him until Shredder or Krang has some new plot to conquer the world," Baxter sighed. "Maybe I should have insisted he come with us. I would have been taking away his right to make the choice, but does he have the right to that choice when he's been working with characters like Shredder and Krang?" He scowled. "That's a question I still honestly can't answer. And part of me feels like the fact I have that question means I'm not worthy to even consider myself one of the 'good guys.'"

"Hey, he's your brother," Michelangelo said. "Of course you wouldn't want to do anything that could hurt him. And I think the fact that he was already hurt and in need of the best help possible should make a difference. You felt he had a right to make the choice about his own health and you let him."

"That's true," Baxter slowly agreed.

"Plus, you know what it's like to be condemned." Michelangelo looked at him in all seriousness. "Even if it's not strictly what a law-abiding citizen would do, that gives you a unique perspective on things and of course you don't want to do anything to cause someone you love to suffer like you suffered. I say that's gotta be taken into consideration. I guess actually, Baxter, I'd be more worried if you figured you had to follow the letter of the law no matter what, even if that meant condemning your brother when he's maybe just starting to find the right way."

Finally Baxter managed a genuine smile. " _You_ have a very unique perspective, Michelangelo."

"It comes from being a very unique individual," Michelangelo grinned. "And strictly speaking, my buds and I haven't always been considered law-abiding citizens. We usually get branded as vigilantes or something. At least we did in the past. Leonardo would still like to talk to that Lieutenant Kojak and see how he feels about us."

"I'm quite sure he doesn't approve of vigilantism," Baxter said. "But on the other hand, he seemed to be a practical man. I believe he would recognize that you and the others are the most qualified ones to stop people such as Shredder and Krang."

"Gnarly!" Michelangelo smiled. "That's better than some of the police in this city."

Baxter's attention was diverted as they walked past a pet shop. He stared at the window display of hamsters and gerbils, while Michelangelo tried to casually look away. After a moment Baxter's hand flew to his forehead and he groaned. "Oh. . . ." He looked over at Michelangelo. " _That's_ what I did to you when I had that mutation gun! I turned you into one of these little creatures!"

Michelangelo sighed. "Yeah, you did. But that doesn't matter now, Dude. You were completely nutzoid then. And who could really blame you? You were literally part-fly!"

"You've always been so compassionate and forgiving towards me," Baxter said. "I still don't understand it."

"It's no fun to be mad all the time," Michelangelo shrugged. "And you're not who you were back then. What would be the point of hating on somebody who doesn't even exist anymore?"

Baxter paused, studying his friend in amazement. "You know, Michelangelo, if more people were like you, there might actually be some real hope of world peace."

"Aww, shucks, it's just common sense," Michelangelo insisted.

"Which many people don't have," Baxter retorted.

They were both surprised when a tall, strong, blond man came out from a diner down the street. He noticed them immediately and started over. "Michelangelo!" he called.

"Brick!" Michelangelo grinned. "Hey, how are you?"

"I'm doing well." But Brick's expression changed drastically as he looked to Baxter. Anger and disgust formed in his eyes. "But you! I didn't think I'd run into you! You give insects a bad name! As if they don't have enough trouble with that already."

Baxter took a step back, stunned. But then his eyes flashed with indignation. "And who are you? Some sort of insect activist?"

"Dude, this is Brick Bradley!" Michelangelo exclaimed. "He's the totally awesome superhero Bugman!"

"Well," said Baxter, folding his arms, "maybe he can perform incredible feats, but I'm not very impressed with the man himself."

"And you are complete vermin!" Brick insisted. "You should have used your insect powers for good. Instead you squandered them by repeatedly trying to wreak havoc in New York City!"

"Hey, wait a minute, Brick," Michelangelo tried to interrupt.

Baxter barreled on ahead, furious now. "Oh? I remember hearing about you now. You're the scientist who actually did botch your experiment and ended up giving yourself insect DNA. I wonder if Barney mixed up your case with mine when he thought I'd been experimenting with insects and turned myself into the monstrosity I was. I didn't do that to myself. And what happened to me wasn't as simple as what happened to you. I didn't just have the insect DNA; I had the insect itself!"

Now Brick actually did look somewhat surprised. "What?"

Baxter stepped closer to him, not intimidated by the immense differences in their height and weight. "Someone tried to murder me and instead they ended up fusing me with a fly. Do you have any idea what's it like to have your mind taken over by a creature of such low-level intellect more and more each day? To have your humanity drowned out by the most basic and primal instincts? To realize you are completely losing yourself and not have any idea how to reclaim who you once were?"

Brick stared down at him. "No. No, I can't say I have any idea what that's like." But then he frowned, not willing to be deterred from his viewpoint. "But maybe if you had fought harder for yourself, you would have won. How could a human mind be weaker than a fly's?"

Baxter rocked back, looking like he'd been slapped in the face. From his eyes, it was clear that he had had similar thoughts.

"You're obviously a weak little man in spirit as well as body," Brick said.

"Hey, now that was really uncalled-for." Finally Michelangelo had got a word in. He stepped up behind Baxter, his eyes narrowed and filled with disappointment. "Baxter's _not_ weak, Brick! He's one of my best buds."

Brick frowned. "Oh, I see. Then I'm sorry I insulted him, Michelangelo. I was saying how I honestly feel."

"I know insects mean a whole lot to you and everything, but none of us can really know what it was like for Baxter to be cross-fused with one." Michelangelo placed his hands on his hips. "You can be grateful that all you have to deal with is insect DNA. You don't have another mind trying to take over yours."

"No, but it still isn't much of a picnic for me, either," Brick said. "Why do you think I ended up trying so hard to suppress Bugman? I hated that part of myself!"

"Then you should have more compassion for Baxter," Michelangelo said. "I mean, you wouldn't even have the Bugman problem if you could really control your temper."

"No," Baxter interrupted. "No, he's right." He stepped out from between them and started to walk back the way they had come. "I was weak and pathetic. I couldn't get control over a tiny fly. Even Mr. Fenwick proved stronger than I was."

Michelangelo blinked in surprise. "Hey, wait up, Baxter! Don't go away feeling bad!"

Brick watched them go. Then, frowning and shaking his head, he turned in the opposite direction.

Baxter looked up as Michelangelo hurried back over to him. But before he had a chance to speak, Michelangelo was hurrying to do so.

"Baxter, I'm mondo sorry," Michelangelo said sadly. "I had no idea Brick would feel like that about you. He's usually a swell guy. Well, I've only actually met him twice . . . but I used to read all about him every month in his comic book, so I guess I've felt like I know him pretty well. That was probably pretty stupid."

Baxter sighed. "Michelangelo, I've always known that man is right. Even during my cross-fusion, it highly disturbed me that I couldn't get control for more than a few minutes at a time. Once I was finally free and could think again at last, it disturbed me even more. I was supposed to be so smart, but I couldn't even save myself."

Michelangelo bit his lip, trying desperately to think of something he could say that would make his friend feel better. "You know, Vernon only broke free of that alien crown because you and I started trying to encourage him to fight against it," he remembered. "If we hadn't, maybe he wouldn't have found the strength to do anything. Having a support group really does help.

"Nobody ever tried to encourage you to fight against the fly. Maybe if someone had, you could have done it." He looked away in guilt.

". . . I guess that's possible," Baxter conceded.

"My amigos and me . . . we should have done that," Michelangelo said. "We never once tried to reason with you or help you. I know we had to beat you when you caused trouble, but I bet we could have got you to listen to us . . . if we had just thought of trying." He looked back with sadness and regret in his eyes. "We just saw an enemy and our first thought was almost always to defeat them. It was the same thing not too long ago with these mutants Tokka and Rahzor we ran into. We had to stop them from causing trouble, but then one of them got captured and the other one got all upset and blamed this mutant hunter. We were trying to get the mutant hunter on our side, so we tried to help him . . . but we never thought that maybe we should try to get the mutant on our side too. Heck, he was just upset about his bud being taken. I bet we could've got him to help us defeat the bad guy too, if we'd just listened.

"You were right to be angry with us, Baxter. Sure, we might be good at ninjaing and beating back the bad guys, but sometimes we get too caught up in that instead of seeing the whole picture." Michelangelo laid a hand on Baxter's shoulder. "And when I think about things like that, I find it pretty incredible that _you_ could forgive _us_."

Baxter looked up at him. "You're not who you were back then," he said. "We've all matured and learned lessons. No, no one was there for me in the past, including you and the other Turtles. But you've been here for me since I was turned human again, and without your and Splinter's kindness, I probably wouldn't have found my way back to myself. And these days, I think about that more than I remember our other encounters."

"Righteous notion," Michelangelo smiled. "But hey, you should also think about how strong you've been the last several months. You've been putting your life together, fighting bad guys, trying to save your brother. And when you were first turned human again, you didn't know how to do any of those things or if you even wanted to try to help Barney. You said you couldn't even help yourself, so how could you help him. And look how far you've come!"

Finally Baxter started to smile. "Maybe you're right."

"Sure, I'm right," said Michelangelo. "You're a good guy, Baxter. It's just that no one ever really told you that before."

"No one ever told Barney that he was good, either," Baxter said sadly. "Those omissions helped to make me a submissive doormat until I finally just snapped. And they made Barney an angry and hurting soul who thinks he's completely evil."

"It doesn't help that Barney actually does do some mondo bad stuff," Michelangelo said.

"I know," Baxter nodded. "And he probably never would have decided he was alright with that if he hadn't had to live in my shadow all of his life and couldn't find honest work. It's a vicious cycle."

"I guess it is," Michelangelo frowned. He sighed. "Well, hey, I'm sorry our walk got totally derailed like this."

"It's alright," Baxter said. "We had a good time until that character showed up." He raised an eyebrow. "You said he had a comic book about himself?"

"Oh no, he didn't have it," Michelangelo said. "Some little creep followed him around and wrote all about him without his permission. He sued the publisher when he got so famous he couldn't have any peace. Then they cancelled the comic. I have every issue, though."

"That is a very strange situation," said Baxter.

"No kidding! That little creep started following us around and trying to write about us too!" Michelangelo said. "He even dressed up like a cheap knock-off of Shredder and stole a bunch of genetically-altered termites just to lure us out so he could grill us on every detail of our lives!"

"How disturbing." Baxter looked highly unsettled. "What happened to him?"

"I think he had to go through a bunch of psychiatric tests," Michelangelo said. "I'm not sure if he's in jail or the asylum, but he's been off the streets and that's been just fine with us."

"I don't doubt it," said Baxter. "Hopefully he's one of those who will be able to rehabilitate so he won't cause more trouble when he gets out."

"You said it," said Michelangelo. "I sure hope the same thing."

xxxx

Barney sighed to himself as he reclined on the proper bed that had been moved into his laboratory in lieu of the cot. He was relatively healed from his experience of being blown off a mountaintop, but he still felt somewhat weak. So he was resting today, just planning for his next invention and looking up information on his laptop.

"What's this?" he frowned after a moment. "' _Bugman_ writer Jerry Spiegel escapes from Sunny Dale'?"

"It happened late last night," Vincent told him. "He uploaded a video of himself on YouTube in which he cackled madly and said he was going to get even with both Bugman and the Ninja Turtles for ruining his career."

Barney scowled. "If he goes after the Turtles, Baxter will probably get involved too."

"I know. I was thinking about that." Vincent sounded worried. "Will you do anything?"

"What could I do?" Barney scoffed. "I could warn him, but that's really all." He studied the picture of Jerry Spiegel on the news portal. "How much damage could he really do anyway? He looks fairly harmless."

"So does Krang," said Vincent.

". . . Good point." Barney clicked on the link to the YouTube video and watched as Jerry ranted and raved like a lunatic. "Alright, so maybe they really do have problems. Anyone who uploads a video telling the world they're going to go after someone is a highly dangerous individual." He sighed. "I'll send the video to Baxter and tell him to be careful."

"Do you regret coming back here instead of going with him?"

Barney frowned. "No. Krang was right about healing me quickly. That was what I wanted."

"Without any fear of being sent to prison or the asylum."

"Exactly."

"And continuing your work making inventions for Krang."

Barney scowled. "What do you want from me? Do you think I should have gone with Baxter?"

"I don't know. I wouldn't have wanted you to go if you would have been so much worse off by the time you got to the city. But I don't like you being here, either. Something like what happened on the mountain could easily happen again. And you might not be so lucky another time."

Barney copied the video link and pasted it in an email, along with a short message.

 _This went viral today. Be careful._

 _Barney_

"I don't know what to do," he said as he clicked Send. "I know I deserve to be in prison, but I feel I just can't go back there again. And maybe like Baxter thinks, I wonder if I could actually be useful here. I might be able to actually stop Shredder and Krang's plans by being on the inside. We didn't do too badly regarding that Neutrino child."

"Are you really willing to do that, though?" Vincent wondered. "It will be so dangerous. . . ."

"I don't know that, either," Barney frowned. "Tentatively I'm still thinking I'll only do it if I seriously disagree with one of their plots." He looked up at the ceiling. "But part of me hates to betray Krang, at least. He actually wanted me back. He spent time looking for me! I wouldn't have thought it of him."

"Baxter wants you back too," said Vincent. "He also spent time looking for you. Even his friends spent time looking for you. You can't work for Krang without betraying them. And you can't be helpful towards them without betraying Krang. Barney, you can't have it both ways."

"I know, I know." Barney's shoulders slumped. "But what future do I even have out there? A life in prison? Or worse, the asylum?"

"Baxter said he'd do everything he could to keep you out of prison. And the asylum."

"Which is more than I ever did for him," Barney muttered. Louder he continued, "But even his best efforts might not be good enough. At least here, I'm free."

"Are you, Barney?" Vincent quietly asked. "Are you really?"

Barney knew the answer. But instead of speaking it aloud, he closed the Internet and went back to work on his invention.

xxxx

Leonardo glanced at the clock in the living room of the Lair. "Michelangelo's been gone a long time. I wonder what he and Baxter are doing."

"I wouldn't worry," Raphael shrugged. "Maybe Michelangelo conned him into a snowball fight."

"I have a hard time picturing Baxter throwing snowballs," Leonardo chuckled. "But if anyone could get him to do it, it would be Michelangelo."

"Quiet, guys," Donatello spoke up. "It's time for the noon news."

Everyone came to attention. But Raphael promptly groaned when it was Vernon who came on the screen instead of April. "Oh, come on!"

"This is Vernon Fenwick with today's top story," Vernon intoned, looking very smug and pleased to be on the air. "Former comic book writer Jerry Spiegel broke out of the Sunny Dale insane asylum late last night. This morning he released a video on YouTube in which he threatened those he blames for the ruination of his career: the superhero Bugman and the vigilantes the Ninja Turtles."

While the Turtles stared in shock, the screen cut to a clip of the video. Jerry shook his fists above him as his eyes flashed with crazed anger.

"Just wait!" he shrieked. "All of you wait! I'm going to get every one of you! If I can't have my comic books, I'm going to go out with a bang and take all of you with me!"

"Police are treating this as a serious threat," Vernon continued. "A city-wide manhunt is underway for the missing Jerry Spiegel. If you have any information on the whereabouts of this lunatic, contact the police immediately.

"And in possibly related news, a strange theft occurred at the university science lab early this morning. The thief stole the research of a Dr. Harvey Wierd, which included an enlarging ray and a small mechanical bug that could be used to control electronics from a distance. Dr. Wierd claims the bug can also control human beings, but this reporter finds that rather ludicrous."

"After being controlled by an alien crown? Vernon, you really should be more open-minded," Raphael remarked.

"Guys, this is serious," Leonardo exclaimed. "Jerry Spiegel is out to get us as well as Bugman! We've got to let Michelangelo know!" He pulled out his Turtle-Comm.

xxxx

Baxter was still walking with Michelangelo when his Smartphone beeped. He pulled it out in surprise. "What . . . Barney sent me an email," he said in amazement.

"What is it?" Michelangelo asked, looking over Baxter's shoulder as he clicked.

"He's warning me about something," Baxter exclaimed. He opened the link and he and Michelangelo stared in shock at the video of a crazed Jerry Spiegel.

"Whoa! Speak of the Devil!" Michelangelo gasped. "That's the dude I was just telling you about!"

"The one who created the _Bugman_ comic book?" Baxter gave him a sharp look.

"Exactamundo! Oh man, this is really bad. I wonder if Bugman knows. I've gotta make sure my buds have heard." Michelangelo was just reaching for his Turtle-Comm when it went off. He flipped it open. "Leonardo! Did you know . . ."

"That Jerry Spiegel is out to get us?" Leonardo cut in. "Yes, it was just on the news!"

"Barney sent Baxter a link to the video," Michelangelo said. "I guess he thought Baxter would probably get involved because of the threat on us."

"And he's right," Baxter said. "I can't stay out of this."

"So Barney was actually warning Baxter?" Raphael said in the background. He sounded and looked doubtful.

"Yeah!" Michelangelo insisted. "But what are we gonna do?!"

"We'll have to stay alert," Leonardo said. "Jerry may have stolen a bizarre bug-shaped device that can control electronics and possibly people."

"That sounds like what Krang used when he made all the machines go nutzoid," Michelangelo said. "Remember, back when we met Casey Jones?"

"You're right!" Leonardo realized. "And then Krang built a huge Knucklehead!"

Baxter stared. "How many people have stolen my idea?!"

"Just Krang and Barney, Dude," Michelangelo said. "But for the record, your original Knucklehead, the one that Barney upgraded, was mondo creepier than Krang's."

"I guess that depends on whether you find webbing or missiles creepier," said Raphael. "And are we just going to sit around and wait for Spiegel to do something?!"

"We can't when he has more targets in mind than just us," Leonardo said. "Michelangelo, why don't you find Bugman and warn him?"

Michelangelo sighed. "Yeah, I'd better."

Leonardo looked at him in concern. "What's wrong?"

"Oh, we ran into him on the street a few minutes ago and he and Baxter really hit it off bad," Michelangelo said. "I'm not too anxious to see him again so soon, but you're right, I need to let him know about Jerry."

"The whole city could be in danger," Donatello worried. "Those genetically-altered termites Jerry stole before really made an awful mess. He probably won't spare the city this time, either."

"I'd like to know what he's planning to do with an enlarging ray," Raphael remarked. "And it had better not be the same thing that wacko professor did. Heh, that guy proved that it's not just villain scientists that can be 'mad'!"

"What are you talking about?" Baxter frowned. "What enlarging ray?"

"There was a theft at the university this morning," Leonardo said. "That bug we mentioned was taken from there, along with an enlarging ray."

"That is a very odd combination," Baxter said. "But there's no proof it was Spiegel that stole them, is there?"

"No, but after what he did the last time, I think we should keep the possibility in mind," Leonardo said.

"We'll do that, Dude," Michelangelo said. "I'm gonna go look for Bugman now. Catch you later!" He closed the Turtle-Comm and turned to leave. "What are you gonna do, Baxter?"

"I'll come with you," Baxter told him. "When Spiegel is after you as well, it's probably not wise for you to wander around alone. Not that I could do much to help in a physical fight."

"I wonder if Jerry's gonna use that enlarging ray on himself," Michelangelo mused. "He's just a little guy." He smiled. "And hey, that's real nice of you to want to come along, Bud. I'm sure I'll be fine, but I'd like the company."

"I'd feel better if I came along," Baxter said. "Even though that means I'll have to see that narrow-minded ignoramus again."

Michelangelo winced. "I'm sure that it's all just a misunderstanding and you two can be compadres," he said as they walked back up the sidewalk in their original direction. "He really is a good guy. I'd hate to think that all that stuff in the comic books about what he's like is completely bogus. He really acted like the comic book guy when I met him before."

"I'm sure he's a perfectly pleasant person, just as long as you haven't done something to desecrate his precious insects," Baxter sniffed. "He clearly reviled me."

"I guess insects really are his life," Michelangelo said. "It makes sense that he's so into being on their side when so many of them are a part of him."

"And yet he tried to suppress that side of him," Baxter remembered. "For all of his adoration of the blasted things, he apparently doesn't appreciate being a monster either."

"Hey, there he is!" Michelangelo exclaimed, pointing ahead. "And . . . uh oh. It looks like he's really changed into Bugman. Something must have got him mad."

"Probably meeting me," Baxter muttered. He recoiled in sickened horror at the sight of the scorpion tail and the wasp wings. The beetle on the back of Bugman's neck only added to the grotesque picture.

Michelangelo didn't acknowledge that. "Hey, Bugman!" he called with a wave. "Dude, I need to talk to you again for a minute."

Bugman turned, his expression hostile. "There's nothing you can say that I want to hear," he hissed.

Baxter stumbled backwards. Seeing him from the back was horrifying enough. Seeing the insect features of his face was far worse. And the sight of his huge red eyes reminded Baxter all too much of being cross-fused with a fly.

He shook himself out of his daze as the cold words really sunk in. "Michelangelo is supposed to be your friend," he snapped. "And that's how you treat him?!"

"When he's friends with trash like you, he's no longer a friend of mine," Bugman retorted.

Michelangelo fell back, staring at him in crushed shock. "Bugman . . . Amigo . . . you can't really mean that!"

"Why not?" Bugman snarled. His wings started to beat as they lifted him off the ground. "I am going to conquer this city in favor of its insects! People such as you and your sickening friend will have no place in such a world."

Michelangelo's mouth dropped open. "But you've always _protected_ the city from people trying to conquer it!" he protested. "I can't believe you'd just turn around and betray everybody like this!"

"Well, I am, and thanks to this enlarging ray, the insects will soon take their rightful place as the city's rulers!" Bugman held up a strange ray gun. As a butterfly approached, he blasted it with the gun's beam. Suddenly it was larger than he was. "Come, my brother!" he told it. "We will destroy this miserable, unwelcoming city!" As he flew off, the butterfly trailed behind him with a heavy flap of its giant wings.

Michelangelo wrapped his arms and legs around a lamppost to keep from blowing away due to the violent wind gust. "Bugman! Dude! I just can't believe that you've gone bad!" he screamed. But if his words were heard, they were ignored.

Baxter frowned, shielding himself from the force of the wind. "So he was the one who committed that theft?!" he cried.

Michelangelo looked over at him. "I know it makes sense with all this evidence, but it _doesn't_ make sense with what I know about him! . . . Or what I thought I knew. . . ."

Baxter regarded Michelangelo in sympathy. Part of him wanted to believe that Michelangelo knew what he was talking about, especially after the kindnesses Michelangelo had shown to him. The other part, still smarting from Bugman's judgmental comments, felt far too cynical about the man to want to extend the benefit of a doubt. Michelangelo had only met him twice, after all. How well could he really know someone after two meetings?

"I doubt he was worth your trust, Michelangelo," Baxter insisted at last. "He likely never was. He must have been planning all along to enact this insect revolution when the time was right."

"He's not like that!" Michelangelo yelled. He unwrapped himself from the lamppost. "The way he talked to you was mondo uncool. But I still don't think he'd go do something like this in his right mind!" He paused and blinked. "Oh no. That's gotta be it-he's _not_ in his right mind! That thing that was stolen . . . it must be controlling him!"

Baxter's eyes widened. ". . . Does he have a beetle on the back of his neck?"

"He isn't supposed to!" Michelangelo frowned. "Did you see one?"

"Yes. And if it's not part of his ensemble, then you're probably right. It's the missing controlling device!" Baxter watched in horror as off in the distance, more enormous insects flew into the sky.

"So that's how Jerry did it!" Michelangelo realized. "He's controlling Bugman and making him enlarge the insects to conquer the city! He's destroying Bugman's reputation! That's how he's ruining him!"

"And when you and the others try to fight those monstrosities, you'll be defeated by them," Baxter gasped.

Michelangelo swallowed hard. "And aside from an economy-size can of bug spray, the only way to stop those things is to get the enlarging ray back and reverse it!"

"In Bugman's current state, that's going to be more than a little dangerous," Baxter said.

"I know, man," Michelangelo gulped. "But there has to be a way to get through to him, just like with Vernon!" His eyes narrowed as a new determination shone in them. "I wasn't there for you when I should've been, but I'm not gonna make the same mistake again. I won't give up on Bugman!"

"I hope he'll appreciate your loyalty," Baxter said in all sincerity.

xxxx

April was on the roof of Channel 6, staring at the swarm of giant insects as it grew larger and darkened against the sky.

"I don't believe it!" she cried. "Vernon, we have to get this footage!"

Vernon trembled, his knees knocking. "How about we just go inside instead?"

"Oh Vernon! Where's your reporter's instinct?!" April grabbed his camera and started to film.

To his credit, Vernon stayed there. But he looked highly horrified. "Something's coming this way!" he yelped after a moment.

April whipped the camera in that direction and her eyes widened. "Oh no! It's a huge fly!"

Vernon fell backwards and nearly fainted, but he desperately grabbed the doorknob and fought for consciousness. "I should be leaving right now!" he moaned.

"So why don't you?" April retorted.

"I don't know!" Vernon wailed.

April continued to film as the fly drew closer. But when it looked right at her and started to open its mouth wide, even she knew it was time to call it quits. "It's going to throw up on us!" she shrieked.

Vernon screamed and flung the door wide. "I'm not going to be a fly's lunch!"

April ran in ahead of him and he slammed the door shut as he followed. April slumped against the wall. "That was close," she sighed.

"And people wonder why I disapproved so strongly of Dr. Stockman coming to work here," Vernon groaned. "Imagine-he actually _was_ one of those disgusting creatures!"

"He was always part-human during that time," April said, brushing her hair out of her eyes. "I don't think he ever started preparing his food the way flies do. I saw him eating some sugar back then and he just did it like a normal human."

"Well, wonder of wonders," Vernon sniffed.

"And of course he's completely human again now," April continued. "There's no reason to be afraid of him. Weirdly enough, he's the main person around here who stands up for you."

"I know," Vernon said. "And I still don't really understand why. But I _am_ grateful."

"I guess you are," April mused. "You haven't said any unkind things about him in a while and you haven't tried to get him fired."

"Hmph," said Vernon.

April softened. "Actually, you were pretty brave out there. You didn't faint and you didn't abandon me."

Vernon looked to her in surprise. "I didn't do anything to help, either."

"You were there," April said simply. "Sometimes that's all that's needed."

Vernon stared after her in awed amazement as she walked past. Then he slowly followed.

xxxx

The other Turtles were deeply alarmed by the new developments. As soon as they had received the follow-up call from Michelangelo, they had left the Lair in the Turtle Van and now were traveling up and down the streets as they observed the enormous bugs.

"Okay, I know we like movies about this kind of thing, but actually seeing it firsthand is really, really gross," Raphael proclaimed.

"Incoming!" Leonardo yelped.

Everyone ducked as a moth flew dangerously close to the Van's windshield before ascending again.

"That was too close," Donatello declared. "I wonder if Michelangelo and Baxter are having any luck helping Bugman."

"I seriously doubt Spiegel is going to let them get close enough to Bugman to pull that mind-controlling bug off," Raphael said. "And I'm also sure that just trying to talk to Bugman isn't going to work too well."

"In other words, you think we're doomed," Donatello said.

"I think we need to find Spiegel and get the device turned off from there," Raphael said. "I don't want to just rely on Bugman being able to break the control. I always thought that guy was a little weird anyway."

"I've been trying to figure out where Jerry recorded his YouTube message, but I haven't been able to isolate any unique sounds or images," Donatello said. "It definitely looks like an old warehouse or factory, but there's no shortage of those in the city."

"Oh no!" Raphael suddenly yelped. "Look out!"

A giant scorpion had dropped into their path. It swung its enormous tail, crashing it into the Turtle Van. As all three Turtles cried out in shock and fear, the Van tipped over on its side.

Leonardo leaped out through the driver's side door. "Alright! Now we'll have to fight this thing!" He drew both katanas, which the scorpion regarded in boredom.

"I don't think he's impressed," Raphael intoned.

"He doesn't have to be impressed, just worried!" Leonardo replied.

The scorpion lunged, snapping at them and reaching to bite into Donatello's bo.

He leaped out of the way. "You know, I think _I'm_ worried!" he exclaimed. "Remember when Krang sent those big bugs through the portal? We couldn't even really defeat them! The only way we could stop them was to send them back to him to deal with!"

"Well, this time we're just going to have to be more aggressive!" Leonardo answered. He sliced at the nearest leg. The scorpion reached out with a viciously snapping claw. Leonardo sprang aside just in time.

"So we'll be more aggressive and it will be more aggressive, and honestly, Leonardo, who do you think will win?" said Raphael. He managed to stab at it with his sai, but then was almost immediately thrown to the sidewalk. "Whoa!"

"We won't give up!" Leonardo insisted.

"But we'll hope Michelangelo is faring a lot better," Donatello groaned.

xxxx

Baxter looked around in nervousness. He and Michelangelo had climbed to the roof of a nearby building and Michelangelo had gone on ahead, desperately hoping for some sight of Bugman and his entourage. Baxter had opted to stay there for the time being and let Michelangelo know if Bugman came that way. So far there was no sign of him.

He took out his phone, idly looking at the list of the old emails. He had kept all the ones Barney had sent him, even the horrifying pre-programmed one notifying him of Barney's death. Thank God he had revived.

He was surprised Barney had contacted him today to warn him about Jerry Spiegel's rampage. But he was happy as well. It was certainly more than Barney had ever used to do. Maybe, slowly but surely, he actually was softening towards Baxter and being more willing to show concern.

The huge shadow beginning to loom above him was more than enough to send him scrambling to put the phone away and turn to see what was approaching. The largest fly he had ever seen was rising above the building, beating its tremendous wings as it stared down at him.

He trembled, backing up against the railing of the roof. His glasses slipped farther down his nose, but instead of trying to straighten them he just gripped the cold metal railing and tried to get himself under control. He feared flies almost as much as he did spiders, if not more. Having been fused with one for so long, he felt he had an understanding of the creatures as no other human possibly could.

There wasn't a great deal to understand about them, though; their tiny minds were filled with the most basic and primal thoughts and little else. Oh, every now and then something they were capable of surprised him, but for the most part he had learned all there was to know about a fly's life early on in his horrific cross-fusion. And then . . . then the fly's life had become his own.

Bugman's judgmental words flashed through his mind again. _"How could a human mind be weaker than a fly's?"_

"How?" Baxter whispered.

Maybe it was just his own mind. Maybe someone else would have been strong enough to fight it. But maybe not. How could anyone actually fuse with another living creature body and mind and not become completely lost in the tangle of mixed memories, thoughts, and desires?

Maybe the fact that he had managed to keep hold of some semblance of his humanity amid all the confusion and rage and thirst for revenge was somewhat of a miracle. He had started to crave sugar and bright lights and even garbage, but he hadn't fallen prey to the fly's other eating behaviors or its mating instincts, although he had been tormented by the latter whenever the fly had felt the urge to continue its family line. The memories were sketchy at best, but he remembered one time when he had pleaded with Vincent to help him fight against it. Vincent had been patient, talking him through it until he had been able to get himself under control. When he and Vincent had become separated and his mind had crumbled practically all the rest of the way, he had curled up and writhed and sobbed, still desperate not to give in and lose that part of himself too.

He had never felt more alone than he had after losing Vincent, although with the fly always a part of him, he had never been truly alone.

The sharp wind in his face snapped him back to the present. It seemed an eternity that he had been cowering on the roof, staring at the giant fly as it stared back. Part of him was tempted to throw his arms up to shield his face and brace himself for the worst. The other part wondered if he could dive under the fly and skitter across the roof to the door without being caught. A third part wondered why the fly was just hovering there and not doing anything.

And then it clicked.

"Oh no," he whispered. "It's not possible. . . ."

But as he looked into the fly's eyes, he knew it was. He recognized something in those eyes, something he could never forget. And despite flies' miniscule memory span, it seemed to recognize him too. It looked at him for another moment and then turned, flying off into the overcast day.

Baxter released the metal bar and the breath he had been holding. He trembled, his knees still weak.

"Baxter! Baxter, are you okay?!"

He turned as Michelangelo leaped back to the roof from the next one over, his eyes filled with concern for his friend. Even though Baxter could hear and see Michelangelo, somehow he wasn't fully processing the words. Instead of answering, he just stared dumbly at the Turtle.

"Hey!" Michelangelo grabbed Baxter's shoulders. "Baxter Dude! Come on, speak to me! I saw you being cornered by that mondo big fly and I came as fast as I could. Wonder why it flew off like that. . . ."

Finally something registered. "It was . . . _it,_ " Baxter choked out. "The fly I was cross-fused with."

"What?! No way!" Michelangelo gaped in disbelief. "That's like, way too creepy a coincidence. And it should be dead by now, shouldn't it?"

Baxter shook his head. "It was still it. I know it was. That's why it left; it recognized me." He shuddered. "Maybe . . . maybe it didn't want to hurt me. If we had met and it had been normal-sized, I . . . I'm not sure I could have killed it. . . . Not after everything we went through. . . ."

"That's a human emotion, Dude," Michelangelo said softly. "Maybe some of your humanity rubbed off on it."

That brought a ghost of a smile. "That's a nice thought, at least."

"Are you okay, Baxter?" Michelangelo asked again. "I know that must have been mondo hard."

"It was," Baxter said shakily. "But maybe . . . it was a form of closure. Yes, I'm alright." He smiled more, but it quickly turned wry. "How ironic that Jerry Spiegel and Bugman managed to do anything positive with this insane scheme."

"I guess that just goes to prove that every cloud really _does_ have a silver lining," Michelangelo commented.

"You may not think so after the end of today!" came a deep and powerful voice.

Michelangelo and Baxter started. Bugman was flying towards them, flanked by all manner of winged insects. As the horrific army drew closer, many of the insects veered off in other directions.

"Go, my brothers and sisters!" Bugman commanded. "Wreak havoc on this miserable world that seeks to oppress you! Teach humanity that they cannot withstand our rightful rule!"

" _Our_ rightful rule?" Michelangelo repeated. "Dude, that's totally bogus! Insects aren't intelligent enough to rule the entire world! And you're _not_ an insect, even if you have insect DNA!"

"Insects are far more intelligent than anyone gives them credit for!" Bugman retorted. "Now they will prove it!"

"I see you're not countering Michelangelo's pronouncement that you are not an insect," Baxter spoke up. "Maybe deep down, you still realize that you're human, even if you don't currently want to acknowledge it." He took several steps forward. "But now you're experiencing what it is to have something else taking over your mind. How does it feel? Is it so easy to fight it?"

Bugman glowered at him. "I don't know what you mean. There is nothing clouding my mind! If anything, my mind is clearer than it has ever been before."

"That's not true, Dude!" Michelangelo insisted. "I'm not gonna believe that I've been so wrong about you! I'm just not!"

Baxter narrowed his eyes. "If Michelangelo is right, that you are truly one of the 'good guys,' then you had better wake up and recognize what has happened to you. Fight it! Prove that you are stronger than I was! If you don't, Jerry Spiegel will win and you will be discredited. More importantly, the work you have done to protect this city will never be remembered. People forget quickly, my friend. They will only remember you for the wrong you are doing."

"But you were never in it for the fame and glory, were you?" Michelangelo said. "You just wanted to make yourself and your new abilities useful. And you did! But now you're using them for mondo uncool purposes! Don't you remember when you told the termites to stop chowing down on the city? Now you're telling all the bugs to run wild and take over! I can't believe that's what you really want! Bugman is a hero, not a bad guy!"

"I _am_ still a hero," Bugman insisted. "I'm fighting for the insects, like I always should have."

Michelangelo stepped forward, desperate to be heard, understood. "You were my idol ever since I picked up the first issue of the comic book! And when I found out you were for real, it was way better than a comic! You were ten times as awesome! And you always fought for right. What happened to that Bugman, huh? Is he really gone? Is all that's left this dude who wants the bugs to take over, no matter who gets hurt?"

Bugman's red eyes flamed and he looked very close to attacking the orange-masked Turtle. Michelangelo simply stood his ground, his arms spread wide, his eyes filled with unwavering determination.

Baxter tensed, looking from him to Bugman. He knew what it was like to be lucid one moment and drowning the next. Michelangelo might have faith in Bugman, but especially when he was being mind-controlled, Baxter absolutely did not.

"Are you really gonna attack me, Bugman?" Michelangelo demanded. "We're amigos. But maybe more important, I'm one of the citizens of New York. One of the citizens you pledged to protect! Have you really forgotten all of that?"

The red eyes flickered. "Michelangelo . . ." Bugman held a hand to his head, then to the back of his neck. "I . . . I don't understand what's happening to me. . . ."

Baxter's eyes widened. Michelangelo really _was_ getting through.

"Jerry Spiegel is mind-controlling you, Dude!" Michelangelo cried. "You've gotta get that bogus bug off your neck and you'll be okay!"

"Bug?" Bugman looked bewildered. But then, slowly, a spark of recognition flashed again. "That's right. I . . . think I remember. . . ." He grasped the metal insect. "I felt it land and dig into my flesh. . . . When I looked up, Spiegel was on the roof above me, smirking at me. Then . . . then . . ." As he tried to pry the beetle loose, a roar of pain rent the oncoming twilight. His hand dropped. The red eyes went dark again.

"What happened?!" Michelangelo burst out. "I was getting through! I was so close . . ."

"Spiegel has reinforced the control," Baxter said sadly. "There were so many times I started to rise, to break through the madness, and then the fly pulled me down again."

"Mondo bummer," Michelangelo replied. "But we'll just have to try again! I broke through once; I can reach him again!"

"It will be even more difficult the second time." A flash of movement out of the corner of Baxter's eye brought him sharply back to attention. "Michelangelo!" Bugman was lunging for the Turtle, his face contorted in pain and rage. Without even thinking, Baxter ran in front of his stunned friend.

Bugman's fists were hard and cold, especially when powered by the heartless fury of mind-control. It only took one vicious charge to send Baxter tumbling several times over to land on the roof and be still.

Michelangelo stared in horror. "Baxter!" He ran over, gently lifting the little man's body into his arms. "Baxter, come on, wake up! Speak to me, Bud!" But Baxter was limp and lifeless in Michelangelo's grasp. Michelangelo cradled him close, his emotions reeling. "Baxter . . . I could've jumped out of the way," he whispered. "Why'd you go and do that? Wake up. . . ."

Bugman hovered near them, seemingly unmoved. "You see what I mean?" he snarled. "He's weak. Completely useless in a fight!"

Michelangelo stiffened. "If that's truly all you see, then maybe I really was wrong about you," he said quietly. "He just risked his life for me. He didn't have to. He could've just figured I'd be okay, that I could move or fight you off. But instead he just jumped right in, not thinking about himself at all, just worried about me." He shut his eyes tightly. "He's come so far and he's shown how strong he is where it really counts. And I think the Bugman I knew would realize that too."

Again the red eyes flickered. "What . . . what have I done?" Bugman choked out. He stared down at his strong hands, shaking, and then at the sight of Michelangelo holding Baxter's motionless body. _"What have I done?!"_ He flew back, trembling. Again he reached for the beetle on his neck. This time when the pain charged into him and Spiegel tried to resume control, Bugman resisted. He roared, tearing the beetle loose and throwing it to the roof, where he came down on it and smashed it to bits.

Michelangelo started and looked up. "Way to go, Bugman," he said with a genuine smile. "You did it!"

"But what else have I done?!" Bugman walked over and knelt beside the two. "I never wanted to hurt anyone who didn't deserve it! Your poor friend . . . !"

Baxter groaned, his eyes weakly opening. "Michelangelo?" he rasped. "Are you alright?"

"Am _I_ alright?!" Michelangelo looked down at Baxter with relief and joy. "Baxter, you're the one who just got completely bowled over!"

Baxter held a hand to his head. "I must have hit my head when I landed. . . . Oh." He tensed, seeing Bugman looking back at him.

"It's alright, Dude," Michelangelo assured him. "He's okay now."

"I am so sorry," Bugman said, his voice drenched with sorrow and self-loathing. "I tried so hard to fight Spiegel's mind-control. It was too strong, until I actually used my powers to hurt someone who was guiltless. The shock of that finally enabled me to break free." He bowed his head. "You were right. I can never know the anguish you went through when you were merged with a fly. But unfortunately, now I know that shattering the hold of an intruder in the mind is no easy feat."

"And that isn't a lesson I would wish on my worst enemy," Baxter said quietly.

Bugman straightened. "I have to correct all the damage I've caused," he exclaimed. "All of these giant bugs must be turned back to their rightful size. But now there's so many. . . ." He shook his head. "I don't know if I'll be able to get to all of them before the city is soundly demolished."

"We'll all help you, Dude," Michelangelo said. "We've got a stake in this too."

Baxter looked up at him. "There's no way we can build an enlarging ray in the amount of time we need to have it ready!"

"Then we'll just have to get another one that's already around," Michelangelo replied. "Professor Willard J. Willardson has a couple of them!"

Baxter cringed. "He was one of my professors in college. I really don't think he's of sound mind."

"Maybe not, but his enlarging ray sure works!" Michelangelo said. "We can get a news van or something so we can use the big one as well as the portable one."

"Wonderful," Bugman said in relief. "I don't deserve your help after what I've done, but the city certainly does." He pulled out the stolen enlarging ray and flapped his wings as he lifted into the sky.

"You deserve it, Dude!" Michelangelo called up after him. "Everybody deserves another chance." He looked back down at Baxter. "Are you sure you're okay?!"

Baxter stumbled off of Michelangelo's lap, still dazed from the blow. "Yes," he insisted nevertheless. "Anyway, there's no time to worry about me right now; we have to retrieve those other enlarging rays and turn these insects back to normal!"

"Righteous notion." Michelangelo got up and took out his Turtle-Comm. "I'll see how the other guys are doing."

Leonardo looked highly occupied when he answered. "Michelangelo, what's going on?!" he exclaimed. "Did you ever find Bugman?"

"We sure did!" Michelangelo told him. "And he's finally back to normal! He's going to start turning the bugs back to their right size. Only problem is, there's too many and they're too spread out. We need to get some more enlarging rays to throw in reverse."

"Like Professor Willardson's?" Leonardo looked away to swipe at something off-screen.

"Yeah, exactamundo! What's going on there?"

"We're fighting a giant scorpion!" Leonardo told him.

"You'd better get that nutcase's enlarging rays and bring one here before it wins out!" Raphael yelped.

"We're on our way!" Michelangelo promised. He hung up the Turtle-Comm.

Baxter sighed. "I don't think Professor Willardson will be terribly happy to see me. When we get there, maybe you had better go in alone. He'll probably be less likely to cooperate if he knows I'm around."

"Like, why?" Michelangelo frowned as they hurried to the door.

Baxter was silent for a moment. "He believed that I turned the Mousers loose on the city like everyone else did," he said at last. "He visited me in the asylum to berate me for using my genius for evil. He told me he wished he had invented something horrible just to use on me as a punishment." He cringed.

"Oh man. Like, I'm really sorry, Dude," Michelangelo said sadly. "But hey, that's all the more reason to show up with me, so he can see that you're trying to help the city, not hurt it!"

"If you've met him, you surely know he has a one-track mind," Baxter told him. "He gets an idea in his head and it won't leave. He'll never believe I didn't cause all that damage with my Mousers, especially not after hearing that I was the giant fly that terrorized New York. And we really don't have time to worry about my personal problems. It's the city we need to think about!"

"I kinda like to take care of all the problems," Michelangelo said.

"I know, and I appreciate that. But we have to focus." They reached the ground floor and Baxter pushed the stairwell door open.

"We'll see when we get there," Michelangelo said resolutely.

Baxter sighed and shook his head before following.

xxxx

Donatello's eyes were wide with alarm and fear as he sat on the scorpion's back and wrestled with it as though it was a bucking bronco. "I hope Michelangelo or Bugman gets here soon!" he yelped. "I don't know how much longer we can keep this up!"

"Let me tell you, I never want to see another one of these things for as long as I live!" Raphael cried.

Leonardo's attention was diverted. "Look! Up in the sky!"

"If you say 'It's a bird,' I'll clobber you," Raphael said flatly.

"It's Bugman!" Leonardo exclaimed in relief.

"Never fear, Turtles! Bugman is here!" the superhero announced. As the Turtles cheered and scattered, he hit the scorpion with the reversed ray gun. Soon the arachnid had reverted to its normal size and was skittering away at the sight of the Turtles looming over it.

"We're sure glad you showed up, Bugman," Leonardo said in relief.

"Yeah. And that you're in your right mind," Raphael added dryly.

Bugman's eyes flickered with guilt. "I have to find Jerry Spiegel and bring him to justice," he declared. "Michelangelo and his friend are retrieving more enlarging rays to use on the insects." He handed Donatello the one he was holding. "I can communicate with the insects and make them stop terrorizing the city. You might need this."

"Thanks," Donatello exclaimed. "We probably will!"

"I'll help you with your Van before I go," Bugman offered. Without waiting for a reply, he lifted it and set it upright.

"That's amazing!" Leonardo exclaimed. "Thanks!"

"It's the least I can do," Bugman replied. "I've done a lot of damage today."

"You didn't mean to," Leonardo insisted. "This is all Jerry Spiegel's fault."

"He certainly started it," Bugman agreed, "but I don't feel I can hold myself entirely guiltless in the matter."

"So how are you going to find Spiegel?" Raphael asked.

"I will talk with the insects," Bugman said. "Some of them are likely to know." He took to the skies again. "Farewell for now!"

"See you around, Bugman!" Leonardo called after him.

"Let's hurry and get going," Donatello said. "There's a lot of insects to find and stop."

"I just hope we're in time!" Raphael exclaimed.

They piled into the Van and drove off.

xxxx

Baxter was right about Professor Willardson's eccentricities. Michelangelo remembered the man as being very grouchy, stubborn, and egocentric. He still was, but he remembered Michelangelo and was willing to let him take the enlarging rays for use on the giant insects. "I was going to do it myself, but I didn't have any way to get around town," he grunted.

Michelangelo thanked him profusely and hurried out to the borrowed Channel 6 news van with the portable enlarging ray. "Here's one of them," he said, handing it to Baxter. "I'll have to bring the big one out on a dolly."

"You didn't tell him about me, did you?" Baxter said warily.

"Nah, Dude. I respect your feelings." Michelangelo went around and opened the back of the van. "But I'm not sure it'll work out like you're hoping. I mean . . ."

"You!" Willardson shrieked. He was standing in the open doorway of his garage, pointing an accusing finger at Baxter. "I never thought the Ninja Turtles would be affiliated with the likes of you!"

Baxter flinched. "I'm not doing anything wrong!" he cried in sheer frustration. It had been a highly stressful day already, filled with judgmental accusations, horrifying insects, and worrying about his friends. This felt like the last straw.

"He's really not, Professor," Michelangelo insisted. "He's trying to help!"

"Bah! He doesn't have an honest bone in his body. Never was any good. I used to think he had promise, but I was wrong." Willardson glowered. "If he's along, you can't have my enlarging rays unless I'm there too!"

"Fine, Dude," Michelangelo said, his voice filled with annoyance. "Help me get your full-size enlarging ray in the van."

Willardson cast another disparaging look at Baxter as he stormed back inside.

Baxter looked down despondently at the portable enlarging ray on his lap. He couldn't expect everyone to forgive him. It was definitely upsetting when the main thing people like Professor Willardson were angry about was something he hadn't even done, but he didn't know what to do about it. Professor Willardson had never believed his innocence in the Mouser situation before; there was no reason for him to start now.

He gave a sad sigh, willing the evening to get over quickly.

xxxx

As it turned out, Professor Willardson's help was actually needed. Michelangelo drove while Baxter operated the portable enlarging ray out the window and Willardson handled the full-size one through the back doors. When they weren't blasting insects, Willardson alternated between welcome silence and berating Baxter.

"Never could understand how two of my students went so wrong," he snarled. "You and your brother came from good stock, but he started working for gangsters and you tried to conquer the city with those Mouser things of yours. It wasn't just structural damage they caused, was it? I can't believe no one was hurt when that apartment building fell down!"

Baxter gripped his forehead. He hadn't had to deal with such verbal abuse since his days of working for Shredder, and he had long ago grown unable to take it. He trembled, not from submission but anger.

Michelangelo gave him a worried look. "Hang on, Dude," he said quietly. "It won't be too much longer." _I hope._ But it seemed there were always more insects. Bugman had enlarged practically the entire flying insect population of Manhattan and a great portion of the grounded ones. Or so it seemed.

"I'm trying, Michelangelo," Baxter retorted. "I said it takes a lot to push me into snapping. But after today, this is too much."

Michelangelo laid a hand on Baxter's shoulder. He had already tried to tell Willardson that Baxter had been framed for the Mouser incident, but it had fallen on deaf ears. By now he had conceded defeat. The man had made up his mind and really didn't want to be confused with the facts.

"You're not the only one getting cheesed off," Michelangelo said. "If you somehow manage to keep your lid on, I'm not sure I can."

"The man is extremely temperamental, to the point of it actually being dangerous," Baxter warned. "That's another reason why I'm trying so hard not to snap."

"Oh heck, I sure know that," Michelangelo shuddered. "When we met him before, he totally just used his enlarging ray on Donatello without even warning him or telling him that somebody was gonna need to get big to fight his King Kong-size pet monkey and asking him if he'd do it!"

"That sounds like something he would do," Baxter agreed.

"Did he ever use you as a guinea pig for his experiments or something?" Michelangelo asked.

"Thankfully no, although he tried once." Baxter watched out the window and took aim at a huge moth. "I just walked in the door and he aimed a strange ray at me. I managed to dive out of the way in time. When I asked him why he had done that, he said he thought the experience of living for a few hours as a dog would do me good. I believe stunts such as that were what cost him his job at the university. I didn't report him, but Barney did."

"Man, no duh." Michelangelo looked at him in shock before focusing on driving again. "Donatello used to idolize the guy, but I think after we met him firsthand he got over that."

Baxter nodded. "He hasn't been well-respected in the scientific community for a long time."

"Does he know Barney's the one who got him fired?" Michelangelo wondered.

"The university never told the student's name, maybe for fear of retaliation," Baxter said. "He may have suspected, but I don't think he knows for sure. He may think I did it."

Michelangelo made a face. "Yeah, maybe he does."

"There's another one!" Willardson yelled from the back. He blasted a bee. "Just how many of these things are there?!"

"Who knows, Dude," Michelangelo sighed. Then he perked up. "But hey, here's the guys!"

The Turtle Van pulled up alongside. "Hey, Michelangelo, Baxter," Leonardo greeted. "How's it coming?"

"Well, we're getting the bugs shrunk down to size," Michelangelo answered. "And that's about all we can be happy about at the moment. The prof really has it in for Baxter."

Leonardo sighed. "Oh boy."

"What's going on up there?" Willardson demanded. "Why did we stop?"

"We're just saying Hi to the other Turtles," Michelangelo told him.

"You can talk to them later!" Willardson retorted. "We have to keep moving!"

"He unfortunately does have a point," Baxter said.

Leonardo nodded. "We'd better get going again too."

"Hey!" Raphael suddenly exclaimed. "There's Bugman! He's going in that old factory over there!"

Baxter looked. "I don't believe it. Jerry Spiegel has been using my old workshop as his hideout?!"

Michelangelo's jaw dropped. "Seriously?"

"Oh, so out of all the places he could have picked, it had to be one we're actually familiar with and we still didn't get it?" Raphael propped himself up on an elbow. "That's just great."

"In our defense, he made sure to film where nothing identifiable was visible," Donatello said.

" _Now_ what's the delay?!" Willardson growled.

"We just wanna see Bugman bring in the dude who's responsible for all of this chaos," Michelangelo shot back.

In a moment Bugman emerged, firmly holding Jerry's wrists behind his back as he struggled and screamed. "I have him, my friends!" he called to the Turtles. "I will return him to Sunny Dale."

"Awesome, Bugman!" Michelangelo called back. "I think we've almost got the bug problem under control!"

"Glad to hear it." Bugman began to beat his wings and rose into the sky with an alarmed Jerry. "Until next time!"

"See you!" Michelangelo waved.

They waited until Bugman and his prisoner were out of sight. Then Leonardo started the Turtle Van's engine again. "Okay, we'd really better get back on the job," he said. "We don't know how many more bugs there actually are."

"It's about time!" Willardson grumped.

"Good luck," Raphael said to Michelangelo and Baxter with a wince.

Baxter had to give a dry smirk. Raphael wasn't just talking about the insects.

xxxx

The remaining insects were enough to keep the groups busy until it was close to midnight. When the last beetle was returned to its normal size, Leonardo's group headed back to the university to return the stolen enlarging ray and Michelangelo's group returned to Professor Willardson's residence.

"Thanks for your help, Dude," Michelangelo said as he helped Willardson unload the full-size enlarging ray. His voice was cool, but if Willardson noticed, he did not acknowledge it.

"It's good to be useful." Willardson walked past the van with a glare at Baxter. "I hope you've learned something tonight about how to use one's inventions for good."

Baxter opened the door and eased himself out with the portable enlarging ray. "That was all I ever wanted to do," he replied, even though he knew it wouldn't do any good.

Willardson walked on ahead and unlocked the garage while Michelangelo pushed the dolly and Baxter brought the other enlarging ray. When the garage was opened and Willardson's monkey was scurrying over to greet him, Michelangelo deposited the full-size enlarging ray inside and Baxter set the small one on a work bench.

"We're just gonna be going now," Michelangelo said.

"Fine, fine," Willardson said with a wave of his hand. He lifted his monkey and talked to it.

Baxter hesitated, debating on whether or not to leave without saying Goodbye himself. Finally he said, "Goodnight, Professor."

"Hmm?" Willardson looked up at him. "Oh. Goodnight."

Baxter looked exhausted as he and Michelangelo headed back to the van. He didn't speak further, instead climbing into the vehicle in silence.

Michelangelo got in as well, looking to him in concern as he started the engine. "Are you okay, Bud?"

"I'm thinking how ironic it is." Baxter leaned back in the seat and stared up at the ceiling. "Today I've encountered two people who treated me very judgmentally. The one I had never met before came to regret how he'd felt, while the one I'd known for years still spurned me."

"I guess it all has to do with their personalities," Michelangelo said. He pulled out of the driveway and headed for Baxter's apartment. "Bugman's just a real good dude. All he needed was to see that he was wrong and he was willing to admit it. Professor Willardson just has it so stuck in his mind that you're awful that nothing will convince him you're not." He frowned. "But I still hope I can someday."

"Don't waste your time on him, Michelangelo," Baxter said. "There are no doubt plenty of others like him. You can't convince all of them that I'm not a bad person."

"I want to, though," said Michelangelo. "You don't deserve this bad rap! Especially when they're focused on the frame job Shredder did on you!" He gripped the steering wheel. "And I guess it seems especially awful when it comes to someone you knew all those years. I mean, he was like your sensei! I just keep thinking how it would be if Master Splinter ever turned on me or one of the other Turtles like that."

"He was only one of my teachers," Baxter said. "I had several. But I can see how you would draw that parallel. And you're right, it hurts very deeply." He sighed. "I knew long ago that there was no hope of changing his opinion of me and I tried to make peace with that. But seeing him tonight definitely opened up the old wound."

"I'm really sorry," Michelangelo said sadly. "I wish we hadn't had to go to him for help."

"But we did," Baxter said. "And saving the city was more important than my personal demons."

"I guess it had to be," Michelangelo sighed. "But I still wish we'd had someone else to turn to."

Baxter smirked. "I'm actually looking forward to work tomorrow. It can't possibly be as hectic as today was."

"I sure hope not," Michelangelo said. "Around here, you never can tell!"

"That's true enough," Baxter conceded.

xxxx

It was late that night, when he should be asleep but wasn't, that Baxter drove back to the old factory. He parked in the back so as not to attract attention and slipped inside with a flashlight. He carefully maneuvered his way around the parts of the floor still in working order and climbed the stairs to the workshop. The windows were boarded, but the generator still worked, he discovered when he tried the lights.

It was another piece of his past, another place that needed closure. He stood in the doorway, surveying the partially completed and partially dismantled inventions, before slowly venturing in and wandering amid the ghosts. So many ideas that had never come to fruition. So many dreams that had died.

He could see the remnants of Donatello's work when he had taken things apart to build the glider for the Turtle Blimp. But there were other parts gone as well and he frowned, wondering what those had been used for. Perhaps Donatello hadn't been the only one here. Maybe even Jerry Spiegel had tried to build something. No, that was unlikely; Spiegel stole ideas rather than created them.

The sight of a long red hair hanging from one of the dead designs brought his attention up. He plucked it off and held it up to the light. It was far longer than Spiegel's hair and a different, more striking shade of red.

"Oh Barney," he sighed. "What did you do?"

He let the hair drop. He hadn't even been aware that Barney ever came here. He wasn't terribly fond of the thought that Barney had probably used parts of these old inventions to build something for Krang, but there wasn't anything he could do about it now. Maybe he would ask Barney about it sometime. And maybe he would request that Barney not do it again.

He stepped back, looking thoughtfully at the old objects. He had been so different when he had worked on these ideas-so naive, so confident in the goodness of humanity and in his ability to help make the world a better place. Now he was no longer naive. But the friends he had made had restored the confidence in humanity and in himself that he had thought he had lost.

Maybe he shouldn't let these old dreams stay dead. Everything in here was still his and he had the right to remove it if he so desired. Maybe he should take it all home-to his new home-and work on it anew.

He lifted an unfinished handheld invention from a table and carried it back to the door. A smile played on his features as he looked over the workshop one more time.

"I will invent again," he said quietly. "And it won't be like before. It will be better."

He turned out the light.


End file.
